MSP and CPE Agreement

ITM NetCom

Customer Premises Equipment (CPE) and Managed Services Provider

End User License Agreement

This Customer Premises Equipment (CPE) and Managed Services Provider Agreement ("Agreement") is by and between ITM NetCom Corp. ("ITM NetCom" ), an Ontario corporation, and you, your heirs, assigns, agents and contractors ("You") and is effective upon electronic execution. This Agreement sets forth the terms and conditions of Your use of the Customer Premises Equipment (CPE) and Managed Services Provide ("Service"). Your use of Service constitutes Your agreement to all such terms and conditions. By using Service, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, along with the ITM NetCom Universal Terms of Service and any new, different or additional terms, conditions or policies which ITM NetCom may establish from time to time. Such Agreements may be found here.

1. Service Details

Your Use of the Services

ITM NetCom has no obligation to monitor Your use of the Services. However, ITM NetCom reserves the right to review materials You publish using the Services and to remove any materials in its sole discretion. ITM NetCom reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.

ITM NetCom reserves the right at all times to disclose any information as ITM NetCom deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in ITM NetCom's sole discretion.

The Hardware

ITM NetCom may provide you with Customer Premises Equipment (CPE) in conjunction with the services rendered. ITM owns this equipment and all licensed Software contained therein. It is Your sole obligation to protect this equipment and keep it out of harms way in order to guarantee the proper provision of services by ITM NetCom. You are to be held responsible for any damages this equipment receives and are liable for the replacement value of such unit.

From time to time, ITM NetCom will replace CPE at no extra cost to you in order to assure efficient service delivery and reliable uptime.

The Software

In connection with the provision of the Service, ITM NetCom may provide to You, via download, CD, other media, or other delivery method, the use of certain software which is owned by ITM NetCom or its third party licensors, providers and suppliers, and which may be provided free or for a fee (the "Software"). ITM NetCom reserves the right to update or change the Software from time to time and You agree to cooperate in performing such steps as may be necessary to install any updates or upgrades to the Software. You may use the Software only as part of or for use with the Service and for no other purpose. The Software may be accompanied by an end user license agreement from ITM NetCom or a third party. Your use of the Software is governed by the terms of that license agreement and by this Agreement, where applicable. You may not install or use any Software that is accompanied by or includes an end user license agreement unless You first agree to the terms and conditions of the end user license agreement.

Specific Software Terms of Use

You may not remove, modify or obscure any copyright, trademark or other proprietary rights notices that are contained in or on the Software. You may not reverse engineer, decompile or disassemble the licensed product, except and only to the extent that such activity is expressly permitted by applicable law. THE SOFTWARE IS PROVIDED AS-IS AND WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ITM NetCom OR ITS LICENSORS BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, UNSECURED TRANSACTIONS, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF ITM NetCom OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ARISING FROM ANY DEFECT OR ERROR IN THE SOFTWARE. You shall indemnify, defend by counsel reasonably acceptable to ITM NetCom, protect and hold ITM NetCom and its licensors harmless from and against any and all claims, liabilities, losses, costs, damages, expenses, including consultants' and attorneys' fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or relating to Your use of Software.

The Service

By using the Service, You agree to be bound by ITM NetCom Universal Terms of Service. ITM NetCom explicitly reserves the right to terminate Your license if it comes to ITM NetCom's attention that You are using Service for objectionable activities, including sending, storing or any activities associated with unsolicited email or SPAM; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; or activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; activities designed to harm minors in any way.

You agree to be bound by ITM NetCom's general policies and limits concerning use of the Service, including without limitation the maximum number of days that email messages or other content may be retained, the maximum number of email messages that may be sent from or received by an account, the maximum size of any email message that may be sent from or received by an account, the maximum disk space that will be available for use. You will not use the Service to back up a hosting account, store videos, other large files or media not intended for emailing, or any other uses in violation of ITM NetCom's policies, as may be updated from time to time.

2. ITM NetCom 's Rights

ITM NetCom reserves the right to:

1. Modify pricing through email notification.

2. Terminate Your license for unsolicited, commercial e-mailing; illegal access to other computers or networks (i.e. hacking); distribution of internet viruses or like destructive activities; and other activities whether lawful or unlawful that we determine harmful to subscribers, operations, and reputation.

3. Terminate Your license if the contents of Your email result in or are the subject of, legal action or threatened legal action, against ITM NetCom or any of its affiliates or partners, regardless of whether or not such legal action or threatened legal action is eventually determined to be with or without merit. The decision to terminate Your license shall be done solely by ITM NetCom, and in doing so, ITM NetCom shall not be required to consider the merits of legal action or whether threatened legal action will actually come to pass.

4. Terminate Your license if Your use is in violation of this Agreement or any ITM NetCom policy.

Revised: 11/27/2009